TomTom 2011 Annual Report Download - page 34

TomTom Annual Report and Accounts 2011
32
Supervisory Board Report
General
—
The Supervisory Board is responsible for supervising the activities
and decisions of the Management Board. The Supervisory Board
is also responsible for the supervision of the general course of
affairs of the company. It provides advice both at the request
of the members of the Management Board and on its own
initiative. In performing its duties, the Supervisory Board is guided
by the interests of the company and its businesses, taking into
account the interests of TomTom’s stakeholders and at the same
time applying the principles of good entrepreneurship. The key
elements of the role and responsibilities of the Supervisory Board
are set out in the Supervisory Board rules and can be found on the
TomTom website.
Composition of the Supervisory Board
—
The Supervisory Board consists of the following six members:
Karel Vuursteen, Doug Dunn, Guy Demuynck, Rob van den Bergh,
Ben van der Veer and Peter Wakkie. Short biographies of the
members are included in the Profi les of the Supervisory Board.
At the General Meeting of Shareholders in 2011, Doug Dunn and
Rob van den Bergh were re-appointed as Deputy Chairman and
Member of the Supervisory Board respectively for another four
year period. We currently have a vacancy in the Supervisory Board.
This vacancy will be fi lled in cooperation with the shareholders
Cyrte Investments BV and Janivo Holding BV, as they have the
right to nominate a candidate for one seat on the Supervisory
Board. The Supervisory Board will ensure that the nominee has
the experience and expertise as set out in the Supervisory Board
profi le.
The Supervisory Board confi rms that all its members are
independent within the terms of best practice provision III.2.2
of the Dutch Corporate Governance Code (the ‘Code’).
While the full Supervisory Board retains overall responsibility for
its tasks, the Audit Committee, the Remuneration Committee
and the Selection and Appointment Committee prepare and
assist the decision-making process of the Supervisory Board.
Each of these committees is composed of members of the
Supervisory Board. The chairmen of these committees work
closely with senior management and the company and conduct
regular face-to-face meetings to set the agendas and prepare
all relevant information for the committee meetings. Meetings
of the Supervisory Board are preceded by committee meetings;
a summary of the deliberations and proposed resolutions of the
committees is discussed at the beginning of a Supervisory Board
meeting. The minutes of the committee meetings are distributed
to all Supervisory Board members. A further description of the
composition and tasks of the committees can be found in the
Corporate Governance section.
The requirements for the size and composition of the Supervisory
Board are refl ected in the Supervisory Board profi le, whicht can be
found on the TomTom website.
Activities 2011
—
Meetings and meeting structure
During 2011 the Supervisory Board held fi ve meetings with
the Management Board present; the quarterly meetings and
the Governance & Induction session.
The agenda for the quarterly meetings was prepared through
mutual consultation between the Chairman, the Management
Board and the Company Secretary. The company’s strategy
featured on the agenda of each of these meetings, as well
as fi nancial reviews, press releases, operational updates and the
R&D programme.
In order to facilitate an open and productive discussion, the
Supervisory Board is provided before each meeting with
comprehensive quarterly reports on the developments,
challenges and opportunities in the company.
Monthly conference calls were scheduled with the Management
Board to discuss fi nancial updates and developments within the
company in the months when there was no quarterly Supervisory
Board meeting. In addition to these monthly calls, two extra calls
were scheduled in Q1 and Q4 to discuss the re-fi nancing project
and restructuring programme respectively.
The Supervisory Board and the Management Board feel it is of
utmost importance that the Supervisory Board members have
the opportunity to meet the Management Board and senior
management outside of the regular meetings and calls. These
informal consultations ensure that the Supervisory Board remains
well informed about the running of the business.
The Supervisory Board also held meetings without members of
the Management Board being present. These included meetings
to review the composition and functioning of the Management
Board and the performance of its individual members. Also
discussed was the performance of the Supervisory Board and its
committees.
The meetings of the Supervisory Board had an attendance rate
of 100%.